CHOCK FULL O' NUTS CORPORATION

INCENTIVE COMPENSATION PLAN

ARTICLE I-GENERAL

1.  PURPOSES

	The purposes of the Chock Full O' Nuts Corporation (the "Company")
        Incentive Compensation Plan (the "Plan") are (i) to provide incentives
        to key employees whose performance will contribute to the long-term
        success and growth of the company, (ii) to strengthen the ability of
        the Company to attract and retain employees of high competence, (iii)
        to increase the identity of interests of such key employees with those
        of the Company's stockholders, and (iv) to help build loyalty to the
        Company through recognition and the opportunity for ownership.

2. THE PLAN

   This Plan shall consist of:
	(a) The Incentive Stock Option Plan (Article II);
	(b) The Long-Term Incentive Plan (Article III);
	(c) The Restricted Stock Plan (Article IV); and
	(d) The Incentive Bonus Plan (Article V).

Unless otherwise indicated, each such Plan shall be subject to the terms and
conditions of this Article I and to the terms and conditions of Article VI
hereof.

3.  SHARES SUBJECT TO THE PLAN

	The maximum aggregate number of shares as to which awards or options
        may at any time be granted under this Plan shall be 1,340,000 [reflects
        all amendments to October 15, 1998] common shares of the Company (the
        "Common Shares"), subject to adjustment as provided in Section 2 of
        Article VI hereof.  Such Common Shares may be either authorized but
        unissued shares, or shares previously issued and reacquired by the
        Company.  If and to the extent options granted under the Plan
        terminate, expire or are canceled without having been exercised, or
        shares awarded under the Restricted Stock Plan shall be forfeited, new
        options may be granted with respect to the shares covered by the
        terminated, expired or canceled options and forfeited shares may be
        reissued under the Restricted Stock Plan.

	Any shares of Common Stock of the Company which are used to pay an
        award under the Incentive Bonus Plan shall not be deemed Common Shares
        for purposes of the limitation on the maximum number of shares set
        forth in the preceding paragraph.

4.  ADMINISTRATION

	The Plan shall be administered by the Company's Board of Directors
        (the "Board") which may delegate any of its authority to an Incentive
        Compensation Committee which shall consist of at least three members of
        the Board.  No member of the Incentive Compensation Committee shall be
        eligible to participate in any of the Plans described in Article 1,
        Section 2, if authority to administer such Plan has been delegated to
        the Committee (any references herein to the "Committee" shall be deemed
        to refer to either the Board or, if established, the Incentive
        Compensation Committee).  The Committee shall have the sole authority
        to determine (a) the employees to be granted awards under the Plan;
        (b) the type, size and terms of the awards to be made to each employee
        selected; (c) the time when awards will be granted; and (d) any
        performance objectives required for earning out any award made
        hereunder.  The Committee shall have full power and authority to
        administer and interpret the Plan and to adopt such rules,
        regulations, agreements and instruments for implementing the Plan and
        for conduct of its business as it deems necessary or advisable.  The
        Committee's interpretations of the Plan, and all determinations made
        by the Committee pursuant to the powers vested in it hereunder, shall
        be conclusive and binding on all persons having any interest in the
        Plan or in any awards granted hereunder.

5. ELIGIBILITY FOR PARTICIPATION

	Officers and other key employees of the Company or its subsidiaries
        (as defined in Section 425(f) of Code) shall be eligible to
        participate in the Plan (the "Participants").

6.  AMENDMENT AND TERMINATION

	The Board may at any time and from time to time terminate, modify or
        amend the Plan in any respect; provided, however, that unless also
        approved or ratified by a vote of the majority of the holders of the
        outstanding shares of the capital stock of the Company entitled to
        vote thereon, any such modification or amendment shall not (subject,
        however, to the provisions of Section 2 of Article VI and Section 4(c)
        of Article III hereof): (i) increase the maximum number of shares for
        which options  and awards may be granted under the Plan; (ii) reduce
        the option price at which options may be granted; (iii) extend the
        period during which option may be granted or exercised beyond the
        times originally prescribed; (iv) change the persons eligible to
        participate in the Plan; or (v) increase the number of options or
        awards that may be granted to a Participant.  No such termination,
        modification or amendment may affect the rights of an optionee under
        an outstanding option or the grantee of an award.  Nevertheless, with
        the consent of the Participant affected, the Committee may amend
        outstanding options or awards in a manner not inconsistent with the
        terms of plan.

7.  EFFECTIVE DATE

	This Plan, having been approved by the Board of Directors of the
        Company on January 12, 1984, shall become effective immediately upon
        approval by the holders  of a majority of the shares of the Company
        entitled to vote at the next annual meeting of the Company and shall
        continue in effect thereafter until terminated or suspended by the
        Board.

ARTICLE II - Incentive Stock Option Plan

1.  GRANTING OF INCENTIVE STOCK OPTIONS
	(a) The purchase price of each Common Share subject to an Incentive
        Stock Option shall be the Fair Market Value of a share of such stock on
        the date the Incentive Stock Option is granted, provided, however, that
        any Incentive Stock Option granted to a Participant who owns more than
        10% of the total combined voting power of all classes of stock of the
        Company or any subsidiary corporation (as defined in Section 425(f) of
        the Code) shall not be less than 110% of such Fair Market Value.

	(b) Incentive Stock Options shall be exercisable over an exercise
        period which shall be determined by the Committee (but which shall not
        exceed ten years from the date the Incentive Stock Option was granted
        (the "Termination Date").

       	(c) The aggregate Fair Market Value (determined as of the time the
        Incentive Stock Option is granted) of the Common Shares for which a
        Participant may be granted Incentive Stock Options in any calendar year
        (under all incentive stock option plans of the Company of any subsidiary
        corporation (as defined in Section 425(f) of the Code)) shall not
        exceed $100,000 plus any unused limit carryover to such year.  The
        unused limit carryover available in any calendar year to any Participant
        shall be determined in accordance with Section 422A of the Code.

	(d) The Committee, in its sole discretion, shall determine at the time
        of grant whether any particular Incentive Stock Option shall become
        exercisable in one or more installments and may prescribe such other
        terms as it deems desirable or as may be necessary to qualify its
        grants under the provisions of Section 422A of the Code.  The Committee
        may also, in its sole discretion, authorize acceleration of the
        exercise of an option or installment thereof.

	(e) The Committee may grant at any time new Incentive Stock Options to
        a Participant who has previously received Incentive Stock Options or
        other options whether such prior Incentive Stock Options or other
        options are still outstanding, have previously been exercised in whole
        or in part, or are canceled in connection with the issuance of new
        Incentive Stock Options.  However, no Incentive Stock Option shall be
        exercisable by a Participant while there is outstanding any Incentive
        Stock Option previously granted to such Participant to purchase shares
        in the Company, until such option is exercised in full or expires by
        reason of lapse of time.

2. EXERCISE OF INCENTIVE STOCK OPTIONS

	(a) An Incentive Stock Option may be exercised, as to any and all
        shares granted thereunder, by giving notice of such exercise to the
        Company, provided that an option may not be exercised at any one time
        as to less than 100 shares (or such number of shares as to which the
        option is then exercisable if less than 100).
	
	(b) A Participant's Incentive Stock Option agreement may provide for
        payment to be in cash, stock, promissory notes or any other manner the
        Committee deems acceptable.

	(c) An Incentive Stock Option shall be exercisable during a
        Participant's lifetime only by the Participant.

3.  SUBSTITUTION OF OPTIONS

	In the event of a corporate merge or consolidation, or the acquisition
        by the Company of property or stock of another corporation or any
        reorganization or other transaction qualifying under Section 425(a) of
        the Code, the Committee may, in accordance with the provisions of that
        Section of the Code, substitute options under this Plan for options
        under the Plan of the acquired corporation provided that (a) the excess
        of the aggregate Fair Market Value of the shares subject to option
        immediately after the substitution over the aggregate option price of
        such shares is not more than the similar excess immediately before
        such substitution and (b) the new option does not give the Participant
        additional benefits, including any extension of the exercise period.

4. TERMINATION OF EMPLOYMENT

	If a Participant ceases to be an employee (other than by reason of
        death or disability within the meaning of Section 105(d)(4) of the
        Code) any unexercised portion of his Incentive Stock Option shall
        terminate.  If, prior to the Termination Date, a Participant shall
        cease to be an employee by reason of death or disability within the
        meaning of Section 105(d)(4) of the Code, he (or, in the event of the
        Participant's death, his estate) may exercise any Incentive Stock
        Options he holds for a period of 12 months after the date of cessation
        of employment to the extent that it was exercisable at the time of such
        cessation.  Thereafter, any unexercised portion of the option shall
        terminate.  In no event shall Incentive Stock Options be exercised
        after the Termination Date.

ARTICLE III - Long-Term Incentive Plan

1. AWARDS

	Awards under this Plan may be of:

	(a) NON-QUALIFIED STOCK OPTIONS ("Non-Qualified Stock Options") which
        are rights to purchase Common Shares on the terms and conditions set
        forth herein.

	(b) STOCK APPRECIATION RIGHTS ("Stock Appreciation Rights") which are
        rights to receive, without payment to the Company, cash and/or Common
        Shares in lieu of the purchase of shares under a related Non-Qualified
        Stock Option.

	(c) PERFORMANCE UNITS ("Performance Units") which are awards having
        dollar value as determined by the Committee but no Performance Unit may
        have a value in excess of the Fair Market Value of a Common Share on
        the date such Performance Unit is awarded.  Performance Units
        constitute rights to receive, without payment to the Company, cash
        and/or Common Shares equivalent in value of the Performance Units,
        provided specified performance objectives are met.

	Non-Qualified Stock Options, Stock Appreciation Rights and Performance
        Units may be granted in conjunction with each other under terms whereby
        exercise of the Non-Qualified Stock Option or Stock Appreciation Rights
        or payment of the Performance Unit will proportionately reduce the
        number of shares or Performance Units under the related Non-Qualified
        Stock Option, Stock Appreciation Rights or Performance Units.  Non-
        Qualified Stock Options and Performance Units may also be granted alone
        and not in conjunction with each other or with Stock Appreciation
        Rights, but Stock Appreciation Rights may only be granted in
        conjunction with Non-Qualified Stock Options.

2. NON-QUALIFIED STOCK OPTIONS
	
	All Non-Qualified Stock Options under this Plan shall be granted on the
        following terms and conditions:

	(a) Price.  The purchase price per Common Share covered by each Non-
        Qualified Stock Option shall be an amount determined by the Committee
        in its sole discretion.

	(b) Number of Shares.  The number of shares subject to an outstanding
        Non-Qualified Stock Option will be reduced (i) on a share-for-share
        basis to the extent that shares under such Non-Qualified Stock Option
        are used to calculate the cash and/or shares to be received pursuant to
        exercise of a related Stock Appreciation Right, and (ii) on a one-for-
        one basis to the extent that any Performance Units granted in
        conjunction with such Non-Qualified Stock Option are paid.

	(c) Term and Exercise Dates.  The Committee shall determine at the time
        of grant the term during which each Non-Qualified Stock Option may be
        exercised (which shall not exceed 10 years from the date of grant) and
        whether any such option shall be exercisable in one or more
        installments.  No Non-Qualified Stock Option shall be exercisable
        prior to one year after the date on which such option was granted.

	To the extent that a Non-Qualified Stock Option is not exercised when
        it becomes initially exercisable, it shall be carried forward and be
        exercisable until the expiration of the term of such option.  No
        partial exercise of a Non-Qualified Stock Option may be for less than
        100 shares of Common Stock (or such number of shares as to which the
        option is then exercisable if less than 100).

	(d) Termination of Employment or Death.

	(i) In the event that a Participant terminates employment prior to the
        expiration of his Non-Qualified Stock Option by reason of retirement at
        or after the age of 65 or Disability, any unexercised portion of his
        Non-Qualified Stock Option shall expire three months after such
        retirement or such Disability, as the case may be, and during such
        three months' period the optionee shall have the same rights to
        exercise the unexercised portion of his Non-Qualified Stock Option as
        he would have had if he were an employee of the Company.

	(ii) If prior to the expiration of any non-Qualified Stock Option, a
        Participant shall die while an employee of the Company, any unexercised
        portion of his option shall expire one year after his death and during
        such one-year period his legal representatives, heirs or legatees shall
        have the same rights to exercise the unexercised portion of the option
        as the Participant would have had if he were an employee of the Company.

	(iii) Except as provided in clauses (i) and (ii) of this Section 2(d),
        if a Participant terminates employment for any reason prior to the
        expiration of any Non-Qualified Stock Option, the unexercised portion
        of such option shall automatically terminate, unless the Committee in
        its sole discretion shall determine otherwise.

	(e) Payment.

	A Participant's Non-Qualified Stock Option agreement may provide for
        payment to be in cash, stock, promissory notes or any other manner the
        Committee deems acceptable.

	(f) Substitution of Options.

	In the event of a corporate merger or consolidation, or the acquisition
        by the Company of property or stock of another corporation or any
        reorganization, the Committee may, substitute options under this Plan
        for options under the plan of the acquired corporation provided (i) the
        excess of the aggregate Fair Market Value of the shares subject to
        option immediately after the substitution over the aggregate option
        price of such shares is not more than the similar excess immediately
        before such substitution and (ii) the new option does not give a
        Participant additional benefits, including any extension of the
        exercise period.



3.  STOCK APPRECIATION RIGHTS.

	Concurrently with each Non-Qualified Stock Option granted under this
        Plan, the Committee may grant a Participant Stock Appreciation Rights
        which shall relate to such Non-Qualified Stock Option.  All Stock
        Appreciation Rights granted under this Plan shall be on the following
        terms and conditions.

	(a) Exercise. Stock Appreciation Rights shall be exercisable to the
        extent and upon the same conditions that the related Non-Qualified
        Stock Option is exercisable under Section 2(c).  A Participant wishing
        to exercise a Stock Appreciation Right shall give written notice of
        such exercise to the Company.

	(b) Amount of cash or Number of Shares. The amount to which a
        Participant shall be entitled upon the exercise of any Stock
        Appreciation Right shall be determined by multiplying (i) that portion,
        as elected by the Participant, of the total number of shares which the
        Participant is entitled to purchase as of the exercise date under the
        related Non-Qualified Stock Option, by (ii) the amount, if any, by
        which the Fair Market Value of common Share on the exercise date
        exceeds the Fair Market Value of a Common share on the date the related
        Non-Qualified Stock Option was granted.

	Payment of the amount to which a Participant is entitled, as determined
        under the above formula, upon the exercise of Stock Appreciation Rights
        shall be made in cash, Common Shares, or partly in cash and partly in
        Common shares, as the Committee in its sole discretion shall determine.
        To the extent that payment is to be made in Common Shares, the number
        of such shares to be paid shall be determined by dividing the amount
        of such payment by the Fair Market Value of a Common Share on the
        exercise date.

	(c) Effect of Exercise.  The exercise of any Stock Appreciation Right
        shall reduce the number of shares subject to the related Non-Qualified
        Stock Option as provided in clause (i) of Section 2(b).

	(d) Termination of Employment or Death.  In the event that a recipient
        of Stock Appreciation Rights ceases to be employed by the Company for
        any reason, his Stock Appreciation Rights shall be exercisable only to
        the extent and upon the same conditions as the related Non-Qualified
        Stock  Option is exercisable under Section 2(d).

4. PERFORMANCE UNITS.

	All Performance Units under this Plan shall be granted on the following
        terms and conditions:

	(a) Number and Value of Units. In the case of any Performance Units
        granted in conjunction with a related Non-Qualified Stock Options: (i)
        the initial number of Units shall be equal to the number of Common
        Shares which are subject to the Participant's concurrently granted
        Non-Qualified Stock Option; (ii) the number of such Performance Units
        shall be reduced on a one basis to the extent that (A) Common Shares
        are purchased upon exercise of such related Non-Qualified Stock Option,
        or (B) shares under such Non-Qualified Stock Option are used to
        calculate the cash and/or shares to be received pursuant to exercise of
        related Stock Appreciation Rights.

	(b) Payment.  Payment of Performance Units shall be made by the Company
        at or after the end of the Award period to the extent that such
        Performance Units are earned out by attainment of the performance
        objectives set for such Units by the Committee pursuant to Section 4(c)
        hereof.  Such payment shall be an amount equal to the dollar value of
        the Performance Units earned out.

	Payment of the amounts to which a Participant is entitled to be paid
        in respect of Performance Units as provided above shall be made in
        cash, Common Shares, or partly in cash and partly in Common Shares as
        the Committee may determine. To the extent that payment is made in
        Common Shares, the number of such shares shall be determined by
        dividing the amount of the payment to be made by the Fair Market Value
        of Common Share on the date the Committee makes the election to make
        the payment in Common Shares.

	(c) Performance Objectives.  Except as otherwise determined by the
        Committee, the award period ("Award Period") in respect of any
        Performance Units shall be five-years commencing as of the beginning
        of the calendar year in which such Performance Units are granted.
        At the time each grant of Performance Units is made, the Committee
        shall establish primary and minimum performance objectives to be
        attained within the Award Period as a condition of such Performance
        Units being earned out.  Such performance objectives may be revised
        by the Committee during the Award Period, if, in its judgment, events
        or transactions unrelated to a Participant's  performance have occurred
        which result in a distortion of the established performance objectives.
        Attainment of the primary performance objective in respect of an Award
        Period will result in 100% of the Performance Units being earned out.
        No Performance Units will be earned out if the minimum performance
        objective is not achieved.  Attainment of performance between the
        primary and minimum performance objectives for an Award Period will
        result in a percentage (as determined by the Committee) of the value
        of the Performance Units being earned out.

	(d) Termination of Employment or Death.  In the event that a
        Participant terminates employment prior to the end of the Award Period
        by reason of death, Disability or retirement at or after age 65, his
        Performance Units shall continue to be payable at the end of the Award
        Period to the same extent as if he were an employee at such time;
        provided, however, that the value of his Performance Units shall be
        adjusted by multiplying such value by a fraction, the numerator of
        which shall be the number of full calendar month between the date of
        award of the Performance Units and the date that employment ceases and
        the denominator of which shall be the number of full calendar months
        from the date of award to the end of the Award Period.  Except as
        provided in this Section 4(d), upon termination of employment,
        Performance Units shall terminate unless the Committee, in its sole
        discretion, shall determine otherwise.

ARTICLE IV - Restricted Stock Plan

1. AWARDS
	(a) Awards under this Restricted Stock Plan shall be granted in the
        form of Common Shares.
	(b) Common Shares awarded under this Plan may not be sold, transferred
        or otherwise disposed of and shall not be pledged or otherwise
        hypothecated by a Participant, except as provided in Section 2 below.
        As a condition to the receipt of any shares awarded under this Plan, a
        Participant shall execute and deliver to the Company an instrument in
        writing, in form approved by the Committee, wherein he agrees to the
        above restrictions and the legending of his shares with respect thereto.
        Notwithstanding such restrictions, however, a Participant shall be
        entitled to receive all dividends declared on and to vote any Common
        Shares held by him and to all other rights of a shareholder with
        respect thereto.


2. RELEASE OF RESTRICTIONS ON SHARES

	Subject to the provisions of Section 3 and any written agreement between
        the Participant and the Company relating to the award of Common Shares
        hereunder, the restrictions set forth in Section 1(b) on the sale,
        transfer or other disposition and on pledge or other hypothecation of
        Common Shares awarded under this Plan shall lapse within a period of
        years and at a rate determined by the Committee in its sole discretion.

3. TERMINATION OF EMPLOYMENT

	If a Participant terminates his employment for any reason, his rights
        with respect to any Common shares which remain subject to the
        restrictions set forth in Section 1(b) hereof shall be as provided in
        a written agreement between the participant and the Company relating
        to the award and forfeiture of shares hereunder.

ARTICLE V - Incentive Bonus Plan

1.  CONTRIBUTIONS

	(a) Each year, the Company's Board of Directors shall determine an
        amount, if any, which shall be contributed in cash by the Company for
        allocation to Participants as a bonus for such year.  The amount to be
        contributed for any year will be based on the Board's appraisal of the
        performance of the Company in such year, taking into account such
        factors as attainment of profit objectives, return on shareholder's
        equity, management performance, performance of corporations in similar
        lines of business, general economic conditions and such other factors
        as the Board may deem appropriate.

2.  PAYMENT OF AWARDS

	Awards made under the Incentive Bonus Plan shall be paid as follows:
	
	(a) At the time of granting each award, the Committee, in its sole
        discretion shall determine whether such award shall be paid in cash
        or credited to the account of a Participant as Stock Units as provided
        in paragraph (b) of this Section.  If the Committee determines that an
        award is to be paid in cash, payment shall be made in one lump-sum not
        later than 6 months after the end of the Company's fiscal year with
        respect to which such award was made.

	(b) If the Committee determines that an award is to be credited as
        Stock Units, the amount of such award shall be translated into a number
        of Stock Units (expressed to the nearest one-hundredth) equal to the
        number of Common Shares which such amount would purchase at the Fair
        Market Value of such Common Share on the date on which the Committee
        granted such award.  Such Stock Units shall be credited to an account
        (hereinafter called an "Account") for the Participant.  On the record
        date of the determination of shareholders entitled to receive any cash
        dividend declared on the common Shares, there shall be credited to each
        Deferred Award Account, a number of Dividend Equivalents equal to the
        number of full Stock Units then in the Account, plus a fractional part
        of a Dividend Equivalent equal to any fractional Part of Stock Unit
        then in the Account.  On that date the amount of such Dividend
        Equivalents and fraction, if any, so credited shall be translated into
        a number of additional Stock Units (expressed to the nearest one-
        hundredth) equal to the number of Common Shares which the amount of
        such Dividend Equivalents and fraction, if any, would purchase at the
        Fair Market Value of one such Common Share on such date.
        Notwithstanding the foregoing, after the date of the first installment
        payment of an award payable pursuant to this paragraph (b), subsequent
        Dividend Equivalents on undistributed Stock Units in a Deferred Award
        account will be paid to a Participant in cash as declared.

	Except as otherwise provided in this Section 2, any award payable
        pursuant to this paragraph (b) shall be paid in such number of annual
        installments (which need not be equal), not in excess of ten, as the
        Committee in its sole discretion may determine.  Such installments
        shall commence not later than the first day of the first month after
        such Participant's attainment of age 65.  On each installment payment
        date so determined by the Committee, there shall be paid or distributed
        to the Participant the appropriate portion of his Deferred Award
        Account.

	In the event a Participant terminates employment prior to age 65 for
        any reason other than voluntary resignation or discharge for cause,
        any amount in the Participant's Deferred Award Account shall be
        distributed to the Participant or his beneficiary or representative,
        as the case may be, at such time or times within ten years after such
        termination of employment as the Committee in its sole discretion may
        determine.  If employment terminates because of discharge by the
        Company for cause, all amounts in the Deferred Award Account of the
        Participant so discharged shall be forfeited.  If employment is
        terminated by voluntary resignation of the Participant, amounts in the
        Deferred Award Account shall be distributed at the discretion of the
        Committee, provided that the committee shall not be required to effect
        any such distribution.

	Each distribution of an award payable pursuant to this paragraph (b)
        may, in the discretion of the Committee, be made either (i) in cash, in
        an amount equal to the then Fair Market Value of a number of Common
        Shares (including a fractional share, if necessary) equal to the then
        distributable number of Stock units and fractions, if any, (ii) by
        distribution to the Participant of a number of common Shares of the
        Company equal to the then distributable number of full Stock Units,
        with any fractional part of Stock Unit being paid at its then Fair
        Market Value in cash, or (iii) partly in cash and partly in Common
        Shares, the amount of cash and number of shares to be determined as
        provided in the preceding clauses (i) and (ii) respectively.

	(c) The Committee in its sole discretion may authorize the acceleration
        of payment of any unpaid installment of any award upon written
        application of the Participant or other person entitled thereto, but
        such Participant or other person shall have no right to require
        accelerated payment.

ARTICLE VI - Miscellaneous Provisions

1.  OTHER PROVISIONS
	
	(a) Notwithstanding any other provision of this Plan, no payment of
        any unpaid award shall be made and any and all unexercised options
        and all rights under the Plan of a Participant who received such award
        or option grant (or his designated beneficiary or legal representatives)
        to the payment or exercise thereof shall be forfeited if, prior to the
        time of such payment or exercise, the Participant shall (i) be employed
        by a competitor of, or shall be engaged in any activity in competition
        with the Company without the Company's consent, (ii) divulge without
        the consent of the Company any secret or confidential information
        belonging to the Company, or (iii) engage in any other activities which
        would constitute grounds for his discharge by the Company for cause.

	(b) If a former Participant whose employment has been terminated dies
        before receiving full payment of all amounts to which he is entitled
        under this Plan, the remaining payments shall be paid when due to this
        designated beneficiary or, in the absence of such designation, to his
        estate.

	(c) A Participant's rights and interests under the Plan (including the
        right to payment of unpaid installments of awards or the exercise of
        unexercised options) may not be assigned or transferred except in the
        case of a Participant's death, to his designated beneficiary as
        provided in the Plan or, in the absence of such designation, by will or
        the laws of descent and distribution.

	(d) This Plan shall be unfunded.  The Company shall not be required to
        establish any special or separate fund or to make any other segregation
        of assets to assure the payment of any award under this Plan and payment
        of awards shall be subordinate to the claims of the Company's general
        creditors.  In no event shall interest be paid or accrued on any award,
        including unpaid installment of awards.

	(e) No Participant or other person shall have any claim or right to be
        granted an award under this Plan.  Neither this Plan nor any action
        taken hereunder shall be construed as giving any Participant any rights
        to be retained in the employ of the Company.

	(f) The Company shall have the right to deduct from all awards paid in
        cash any federal, state or local taxes required by law to be withheld
        with respect to such cash awards and, in the case of awards paid in
        Common Shares, the Participant or other person receiving such shares
        shall be required to pay the Company the amount of any such taxes which
        the Company is required to withhold with respect to such stock awards.

	(g) Each award or grant made under this Plan shall be evidenced by a
        written instrument containing such terms and conditions, not
        inconsistent with the Plans set forth in Articles 11 through V, as the
        Committee shall approve.

	(h) No Common Shares shall be issued or transferred upon payment of any
        award payable hereunder unless and until all legal requirements
        applicable to the issuance or transfer of such shares have been
        complied with to the satisfaction of the Committee.  The Committee
        shall have the right to condition any award or issuance of Common Shares
        made to any Participant hereunder on such Participant's undertaking in
        writing to comply with such restrictions on his subsequent disposition
        of such
        shares as the Committee or the Company shall deem necessary or advisable
        as a result of any applicable law, regulation or official interpretation
        thereof, and certificates representing such shares may be legended to
        reflect any such restrictions.

	(i) As used in this Plan, the following terms shall have the following
        meanings:

		"Code" shall mean the Internal Revenue Code of 1954, as it may
        be amended from time to time.

		"Disability" shall mean the total disability of a Participant, 
	as determined by the Committee in accordance with uniform principles 
	consistently applied, upon the basis of such evidence as the 
	Committee deems necessary and desirable.

	"Dividend Equivalent" means an amount equal to the amount per share of
        any cash dividend declared on the Common Shares.

	"Fair Market Value" of a Common share on any date shall mean the
        closing price of a Common Share on such date as reported in the Wall
        Street Journal for the national securities exchanges and other
        securities markets which at the time are included in the Wall Street
        Journal's principal stock price quotations.

2. EFFECT OF CERTAIN CHANGES

	(a) If there is any change in the number of Common Shares through the
        declaration of stock dividends, or through recapitalization resulting
        in stock splits, or combinations or exchanges of such shares, the
        number of Common Shares available for options or awards and the number
        of such shares covered by outstanding options or awards, and the price
        per share of such options or the applicable market value of awards,
        shall be proportionately adjusted by the Committee to reflect any
        increase or decrease in the number of issued Common Shares; provided,
        however, that any fractional shares resulting from such adjustment
        shall be eliminated.

	(b) In the event of a dissolution or liquidation of the Company, or in
        the event of any corporate separation or division, including, but not
        limited to, split-up, split-off or spin-off, the Committee may provide
        that the holder of each option or award then exercisable shall have the
        right to exercise such option (at its then option price) or award
        solely for the kind and amount of shares of stock and other securities,
        property, cash or any combination thereof receivable upon such
        dissolution, liquidation, or corporate separation or division by a
        holder of the number of shares of common shares for which such option
        or award might have been exercised immediately prior to such
        dissolution, liquidation, or corporate separation or division; or the
        committee may provide, in the alternative, that each option and award
        granted under the Plan shall terminate as of a date to be fixed by the
        Board; provided, however, that not less than thirty (30) days written
        notice of the date so fixed shall be given to each Participant and each
        Participant shall have the right, during the period of (30) days
        preceding such termination (i) to exercise the options as to all or any
        part of the Common Shares covered thereby, including shares as to which
        such options would not otherwise be exercisable, and (ii) to exercise
        any or all of such awards, including awards which would not otherwise
        be exercisable.

3.  HEADINGS

	Section headings are for reference only.  In the event of a conflict
        between a title and the content of a Section, the content of the
        Section shall control.

4. GOVERNING LAW

	Except as otherwise required under the laws of the United States, this
        Plan shall be construed in accordance with and governed by the laws of
        the State of New York.